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Directors Report of Central Provinces Railways Company Ltd.

Mar 31, 2018

1. INTRODUCTION

The Directors are elated in presenting the 108^th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2018.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars	Current Financial Year (2017-2018)	Previous Financial Year (2016-2017)
Net Profit/(Loss)Before Depreciation and Tax	(7,59,203)	(9,51,384)
Depreciation	Nil	Nil
Profit / (Loss) before Tax	(7,59,203)	(9,51,384)
Provision for Tax	Nil	Nil
Profit/ (loss) after Tax	(7,59,203)	(9,51,384)
Balance Brought forward	(90,40,197)	(80,88,814)
Adjusted against capital reduction	0.00	0.00
Balance carried to Balance Sheet	(97,99,400)	(90,40,197)

3. OPERATION DURING THE YEAR

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.2,30,12,005/- being the railway earnings of your Company for the period from October, 2002 to 31st March, 2018. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.6,64,703/- in the Accounts for the year ended 31st March, 2018.

4. SHARE CAPITAL:

There is no change during the year under review.

5. DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

6. DIVIDEND:

Considering the loss for the year under review, your Directors do not recommend any dividend for the year ended 31^st March, 2018.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

8. STATUTORY AUDITORS

M/s S.B.JAJOO & CO, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s Jain Anil & Associate Chartered Accountants, and Statutory Auditors of the Company have expressed their inability & unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s Jai Anil & Associates, Chartered Accountants as Statutory Auditors of the Company, and who shall hold office from the conclusion of 108^th Annual General Meeting till the conclusion of 113^rd Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s Jain Anil & Associate chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company. The board recommends the proposed resolution with respect to appointment of M /s Jain Anil & Associates Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.

9. SECRETARIAL AUDITORS

Mr. Jinendra Kumar Jain, Practicing Company Secretaries have been appointed in the Board Meeting held on 05^th September, 2018 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditorâs Report has been annexed to the Board Report under Annexure IV.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

a. SECRETARIAL AUDITORS''S COMMENT:

Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has failed to appoint a Company Secretary in whole time employment of the Company.

EXPLANATION:

The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

b. SECRETARIAL AUDITOR''S COMMENT:

The Company has filed certain intimations to the Stock Exchange under the Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, related to Outcome of Board meetings after stipulated time period.

EXPLANATION:

Due to inadvertent errors certain outcomes related to Board Meeting were intimated beyond stipulated time period.

c. SECRETARIAL AUDITOR''S COMMENT:

The Company is in process of updation of its website with documents required to be uploaded thereon as per the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

EXPLANATION:

The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.

d. SECRETARIAL AUDITOR''S COMMENT:

The Company is not in compliance with Clause 41 (III) (b) of the Listing Agreement for the period 1st April, 2017 to 31^st March, 2018 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related to publication of Notice of Board Meeting in news papers.

EXPLANATION:

Due to genuine oversight on the part of the Management, the Company has failed to comply with the above mentioned Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related to publication of notice of Board meeting in news papers. However, the management has proposed to comply with the above said SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e. SECRETARIAL AUDITOR''S COMMENT:

The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for the period 1st April 2017 to 31^st March, 2018 and Regulation 47(1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, related publication of Financial Results in news papers.

EXPLANATION:

The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Management. However, the management has proposed to comply with the same from this financial year.

f. SECRETARIAL AUDITOR''S COMMENT:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditor for the Financial Year 2017-18.

EXPLANATION:

Although the appointment of Internal Auditor is mandatory, the Board of Directors of the Company are of the opinion that looking at the size of the company and its business operations, the Statutory Auditors appointed by the Company have devised proper systems for internal financial control and to ensure compliance with the provisions of all the applicable laws, and that such systems are adequate and are operating effectively.

11. DIRECTORS

There were no other change in the Board of Directors of the Company during the financial year under review.

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11 BOARD MEETINGS

During the financial year under review, the Board of Directors met Four times.

04^th September, 201, 13^th December, 2017, 12^th February2018, 28^th March, 2018.

12 COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No of complaints received: Nil

No of complaints disposed off: Nil

15 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of its Loss for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31^st March, 2018 on a âgoing concernâ basis; and

e. They have laid down Internal Financial Controls, which are adequate and are operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not advanced loans or made investments or given any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under review.

17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There is no Significant Material Orders Passed By The Regulators / Courts / Tribunal Impacting The Going Concern Status And Companyâs Operation In Future

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure MGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Arvind Kumar Gupta (Chairman)

b. Mr. Shivanand Rama Hemmady (Member)

c. Mr. .Haresh Bhojwani (Member)

The above composition of the Audit Committee consists of independent Directors viz., Mr . Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.

The Company has established a vigil mechanism and overseas through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and directors of the Company.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholderâs value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companyâs Bankers, its valued customers, employees and all other intermediaries concerned with the Companyâs business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors

Unit No. B-35, For The Central Province Railways Co.Ltd

Ganjawala Shopping Center Sd/- Sd/-

S.V.P. Road, Borivali West Mr. Amit Kumar Rander Mr. Haresh Bhojwani

Mumbai-400092. (Director) (Director)

(DIN: 05311426) (DIN: 02895523)

Place: Mumbai

Date: 05^th September, 2018

Mar 31, 2016

1. INTRODUCTION

The Directors are elated in presenting the 106^th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2016.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars	Current Financial Year (2015-2016)	Previous Financial Year (2014-2015)
Net Profit/(Loss)Before Depreciation and Tax	(1,177,510)	(13,79,975)
Depreciation	Nil	Nil
Profit /(Loss) before Tax	(1,177,510)	(13,79,975)
Provision for Tax	Nil	Nil
Profit/ (loss) after Tax	(1,177,510)	(13,79,975)
Balance Brought forward	(15,747,303)	(14,367,329)
Adjusted against capital reduction	(88,36,000)	Nil
Balance carried to Balance Sheet	(80,88,814)	(15,747,303)

3. OPERATION DURING THE YEAR

The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.22,8,01,465.65/- being the railway earnings of your Company for the period from October, 2002 to 31st March, 2015. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.6,90,801.89/- in the Accounts for the year ended 31st March, 2016.

4. SHARE CAPITAL:

During the year under review, the Company have allotted 56400 equity shares of Rs. 10/- each to the existing equity shareholders of the Company pursuant to the Order of the Honâble High Court of Judicature of Bombay dated May 08, 2015 approving the Reduction of Share Capital of The Central Province Railways Company Limited under section 100 to 104 of Companies Act, 1956.

Accordingly after reduction the shareholders of the Company holding 100 equity shares of Rs. 10/- each as on the record date, received 6 equity shares of Rs. 10/- each post the capital reduction.

5. DEPOSITORY SYSTEM:

6. DIVIDEND:

Considering the loss for the year under review, your Directors do not recommend any dividend for the year ended 31^st March, 2016.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

8. STATUTORY AUDITORS

M/s S.B.JAJOO & CO, Chartered Accountants, (Firm Registration Number: 125915W) were appointed as the Statutory Auditors of the company last year in AGM held on 20^th September 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

9. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 27^th May, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditorâs Report has been annexed to the Board Report under Annexure IV.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

a. AUDITORS''S COMMENT:

EXPLANATION:

b. AUDITOR''S COMMENT:

EXPLANATION:

Due to inadvertent errors certain outcomes related to Board Meeting were intimated beyond stipulated time period

c. AUDITOR''S COMMENT:

The Company has filed Shareholding Holding Pattern for the quarter ended with the Stock Exchange as per Regulation 31(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 but beyond the stipulated time for the quarter ended December, 2015 and March, 2016.

EXPLANATION:

Due to inadvertent errors the Shareholding pattern for the quarter ended 31st December, 2015 and 31st March, 2016 as per Regulation 31(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 were filed beyond the stipulated time period with the stock exchange.

d. AUDITOR''S COMMENT:

EXPLANATION:

The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.

e. AUDITOR''S COMMENT:

The Company is not in compliance with Clause 41 (III)(b) of the Listing Agreement for the period 1st April, 2015 to 30th November, 2015 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related to publication of Notice of Board Meeting in news papers.

EXPLANATION:

The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirement) Regulations due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.

f. AUDITOR''S COMMENT:

The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for the period 1st April 2015 to 30th November, 2015 and Regulation 47(1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related publication of Financial Results in news papers.

EXPLANATION:

g. AUDITOR''S COMMENT:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditor for the Financial Year 2015-16.

EXPLANATION:

h. AUDITOR''S COMMENT:

The Company has not filed e-form MR-1 with the Registrar of Companies on appointment of Mr. Haresh Bhojwani (DIN:02895523) as Managing Director & CEO

EXPLANATION:

Due to inadvertent error, the Company failed to file e-form MR-1 with the Registrar of Companies for appointment of Mr. Haresh Bhojwani as Managing Director and CEO of the Company. However, the management has promised to comply with the same.

11. DIRECTORS

There was no change in the Board of Directors of the Company during the financial year under review.

10 DECLARATION BY THE INDEPENDENT DIRECTORS

11 BOARD MEETINGS

During the financial year under review, the Board of Directors met Seven times.

12 COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received: Nil

No of complaints disposed off: Nil

15 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

d. They have prepared the annual accounts for the year ended 31^st March, 2016 on a ''going concernâ basis; and

e. They have laid down Internal Financial Controls, which are adequate and are operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not advanced loans or made investments or given any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under review.

17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

The Board of Directors of the Company have allotted 56400 equity shares of Rs. 10/- each to the existing equity shareholders of the Company held as on record date of the Company pursuant to the Order of the Honâble High Court of Judicature of Bombay dated May 08, 2015 approving the Reduction of Share Capital of THE CENTRAL PROVINCE RAILWAYS COMPANY LIMITED under section 100 to 104 of Companies Act, 1956.

Accordingly after reduction the shareholders of the Company holding 100 equity shares of Rs. 10/- each as on the record date, will receive 6 equity shares of Rs. 10/- each post the capital reduction. Due to this the Share Capital of the Company of Rs. 94,00,000 comprising 9,40,000 equity shares of Rs. 10/- each got reduced to Rs. 5,64,000 comprising 56,400 equity shares of Rs.10/- each

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure MGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Arvind Kumar Gupta

b. Mr. Shivanand Rama Hemmady

c. Mr. .Haresh Bhojwani

The above composition of the Audit Committee consists of independent Directors viz., Mr. .Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26 CORPORATE GOVERNANCE:

27 APPRECIATION AND ACKNOWLEDGEMENT

Registered Office: By Order of the Board of Directors

Unit No. B-35, For The Central Province Railways Co.Ltd

Ganjawala Shopping Center Sd/- Sd/-

S.V.P. Road, Borivali West Mr. Amit Kumar Rander Mr. Haresh Bhojwani

Mumbai-400092. (Director) (Director)

(DIN: 05311426) (DIN:02895523)

Mar 31, 2015

Dear Members,

1. INTRODUCTION

The Directors are elated in presenting the 105th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015.

The Annual report presented to you pertains to financial year before April 2015 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 2013, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Previous Financial Year Financial Year (2014-2015) (2013-2014)

Net Profit/(Loss)Before (13,79,975) (8,97,053) Depreciation and Tax

Depreciation Nil Nil

Profit /(Loss) before Tax (13,79,975) (8,97,053)

Provision for Tax Nil 'Nil

Profit/ (loss) after Tax (13,79,975) (8,97,053)

Balance Brought forward (14,367,329) (13,470,276)

Balance carried to Balance (15,747,303) (14,367,329) Sheet

3. OPERATION DURIG THE YEAR

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.2,10,08,596/- being the railway earnings of your Company for

the period from October, 2002 to 31st March, 2015. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs. 8,96,476/- in the Accounts for the year ended 31st March, 2015.

4. DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

5. DIVIDEND:

As the company suffers losses during the year your Directors do not recommend any dividend for the year ended 31st March, 2015.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

7. STATUTORY AUDITORS

M/s S.B.JAJOO & CO, Chartered Accountants, (Firm Registration Number: 125915W) were appointed as the Statutory Auditors of the company last year in AGM held on 20th September 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

8. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor's Report has been annexed to the Board Report under Annexure IV.

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

10. DIRECTORS

Ms Rupali Ganpat Kadam was appointed as Additional Director on 30th March, 2015 and holds the office till the ensuing Annual General Meeting. A notice has been received from a member proposing his candidature for his appointment as Director of the Company.

Apart from that, there has been no changes in the Board of Directors since the last Annual General Meeting. The Board of Directors as on the date of this report stands as follows:

Name Designation Date of Appointment DIN

Mr. Amitkumar Director 21st March, 2013 05311426 Rander

Mr. .Haresh Whole Time Director 7th August, 2014 02895523 Bhojwani & Chief Executive Officer

Mr. Arvind Kumar Independent 14Th June, 2010 02912070 Gupta Director

Mr. Shivanand Rama Independent 26th December, 2013 00838098 Hemmady Director

Ms. Rupali Ganpat Independent 30th March, 2015 07143284 Kadam Director

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11 BOARD MEETINGS

During the financial year under review, the Board of Directors met Seven times.

12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

15 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Loss for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure MGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Arvind Kumar Gupta

b. Mr. Shivanand Rama Hemmady

c. Mr. .Haresh Bhojwani

The above composition of the Audit Committee consists of independent Directors viz., Mr . Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder's value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors

Unit No. B-35, For The Central Province Railways Co.Ltd Ganjawala Shopping Center Sd/- S.V.P. Road, Borivali West Mr. Amit Kumar Rander Mumbai-400092 (Director)

Mar 31, 2014

Dear Members,

The Directors present their 104th Annual Report together with Audited Statement of Accounts for the Financial Year ended 31st March, 2014. ACCOUNTS: (Rs in Lacs) 2013 - 2014 2012 - 2013 PARTICULARS Rupees Rupees

The Profit/(Loss) for the year before Tax (8.97) (151.00)

Provision for Tax --- ---

Net Profit/ (Loss ) for the year (8.97) (151.00)

Balance brought forward from previous year --- ---

Reserves & Surplus (134.70) (151.00)

Transfer From/ to General Reserve --- 16.30

Balance carried forward (143.67) (134.70)

OPERATIONS DURING THE YEAR:

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.2,01,12,120/- being the railway earnings of your Company for the period from October, 2002 to 31st March, 2014. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs. 7,38,972/- in the Accounts for the year ended 31st March, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DIVIDEND:

As the company suffers losses during the year your Directors do not recommend any dividend for the year ended 31st March, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and Loss of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) I) The Company has made no provision for research and development expenditure.

ii) The Company has no activity relating to technology absorption, adoption and innovation.

c) The Company has no activity relating to foreign exchange earnings and outgo.

BOARD OF DIRECTORS:

During the year under review, Mr. Prakash Nagori and Mr. Rajiv Kumar Agarawalla resigned from the Board of Directors on 26th December 2013 due to their pre-occupancies and Mr. Shivanand Rama Hemmady was appointed as the Additional Director with effect from 26th December 2013. Mr. Shivanand Rama Hemmady shall hold office as Additional Director up to the ensuring Annual General Meeting (AGM) and being eligible offers himself for reappointment. The Nomination and Remuneration Committee has identified Mr. Shivanand Rama Hemmady as the qualified candidate for the post of Director & Independent Director and has recommended his appointment to the Board of Directors. Your Directors propose his appointment to be approved by the shareholders.

Also in the Meeting held on 07th August 2014, the Company appointed Mr. Haresh Bhojwani (DIN: 02895523) as the Additional Director who shall hold office only upto the ensuring Annual General Meeting (AGM) and being eligible offers himself for re-appointment. Also the Company proposes to appoint Mr. Haresh Bhojwani as the Managing Director and Chief Executive officer of the Company who will be treated as the Key Managerial Personnel in terms of the provisions of section 203 of the Companies Act 2013. The Nomination and Remuneration Committee has identified Mr. Haresh Bhojwani as the qualified candidate for the post of Managing Director and Chief Executive Officer of the Company and has recommended his appointment to the Board of Directors. Your Directors propose his appointment to be approved by the shareholders.

Further, Mr. Amit Kumar Rander retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 07th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

Mr. Amitkumar Rander Executive Chairman -

Mr. .Haresh Bhojwani Managing Director Chief Executive Officer

Mr. Arvind Kumar Gupta Independent Director -

Mr. Shivanand Rama Independent Director - Hemmady

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company in due course will appoint Women Director and One More Director in the capacity of Independent Director which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company. Also the Company is in the process of appointing Chief Financial Officer pursuant to provisions of section 203 of the Companies Act 2013.

CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. Also as the paid up capital of the Company is less than Rs.3 Crores, particulars as mentioned in clause 49 of the Listing Agreement with Stock Exchange, Mumbai, Corporate Governance Report is not required to be given. But as a good corporate governance practice, your Directors present hereby its First Corporate Governance Report in terms of new Companies Act and New Clause 49 of the Listing Agreement which will be effective w.e.f. 1st October 2014.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2014-15.

AUDITORS:

M/s. S B Jajoo & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting.

Your Directors propose appointment of M/s S B Jajoo & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the fourth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every annual general meeting till the fourth such meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder and proposed appointment is within the limits laid down by or under the authority of the Act.

AUDITORS REMARKS:

Auditors Remarks have been fully explained under Para "Operations During the Year" of this Report as well as in point No. 1 (I) (c) in Notes to Accounts.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors Unit No. B-35, Ganjawala Shopping For The Central Province Railways Center Company Ltd. S.V.P. Road, Borivali West, Ltd. MUMBAI- 400092 Sd/-

Dated :07th August 2014 Mr. Amit Kumar Rander DIRECTOR DIN: 05311426

Mar 31, 2013

The Directors present their 103rd Annual Report together with Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS:

2012 Â 2013 2011 Â 2012 PARTICULARS Rupees Rupees

The Profit/(Loss) for the year before Tax (1,51,00,436) (1,33,836)

Provision for Tax

Net Profit/ (Loss) for the year (1,51,00,436) (1,33,836)

Balance brought forward from previous year

Transfer From General Reserve 16,30,160 1,33,836

Balance carried forward (1,34,70,276)

OPERATIONS DURING THE YEAR:

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved. The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.1,93,73,147/- being the railway earnings of your Company for the period from October, 2002 to 31st March, 2013. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.7,57,012.09/- in the Accounts for the year ended 31st March, 2013.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DIVIDEND:

As the company suffers losses during the year your Directors do not recommend any dividend for the year ended 31st March, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956.

1. That in the preparation of Annual accounts for the year ended March 31, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) I) The Company has made no provision for research and development expenditure.

ii) The Company has no activity relating to technology absorption, adoption and innovation.

c) The Company has no activity relating to foreign exchange earnings and outgo.

DIRECTORATE:

Mr. Prakash Fulchand Nagori, who retires by rotation, and being eligible, offers himself for reappointment. Your Directors propose his re-appointment.

During the year under review Mr. Amit Kumar Rander is appointed as Additional Director with effects from 21stMarch, 2013.He shall hold office as Additional Director up to the ensuring Annual General Meeting (AGM) and being eligible offers himself for reappointment.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs.3 Crores, there four Reports on Cooperate Governance And Management Discussion & Analysis clause 49 of the Listing Agreement is not Applicable.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2013-14.

AUDITORS:

M/s. S B Jajoo & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting. A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

AUDITORS REMARKS:

Auditors Remarks have been fully explained under para "Operations During the Year" of this Report as well as in point No. 1 (I) (c) in Notes to Accounts.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

REGISTERED OFFICE: For and on behalf of Board of Directors of

Basement, Commercial Union House, No.9, Wallace Street, Fort, Mumbai - 400 001. Prakash Nagori

Dated : 02.09.2013 Director

Mar 31, 2010

The Directors present their Annual Report together with Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

ACCOUNTS

2009 Ã 2010 2008 Ã 2009 Rupees Rupees

The Profit/(Loss) for the year before Taxation Amounts to (162,441) (171,718)

Taxation -- --

Net Profit/Loss for the year (162,441) (171,718)

Balance brought forward from previous year --- ---

Transfer From General Reserve 162,441 171,718

Balance carried forward --- ---

INCOME FROM RAILWAYS:

The Central Railway had demanded a sum of Rs.18.72 crores towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.1,27,15,897 being the railway earnings of your Company for the period from October, 2002 to 31st March, 2010. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.20,76,071 in the Accounts for the year ended 31st March, 2010.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialisation through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of Annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgements and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e) :

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) I) The Company has made no provision for research and development expenditure. ii) The Company has no activity relating to technology absorption, adoption and innovation.

c) The Company has no activity relating to foreign exchange earnings and outgo.

DIRECTORATE :

Mr. Prakash F. Nagori retires by rotation and, being eligible offers himself for reappointment.

Mr. K. S. Venkateswaran has resigned as Director of the Company with effect from 14.6.2010.

Mr. A. K. Gupta was appointed as an Additional Director of the Company with effect from 14.06.2010 in place of Mr. K. S. Venkateswaran. The Company received Notice in writing from members proposing the candidature of Mr. A. K. Gupta for the office of Director under Section 257 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 3 Crores, particulars as mentioned in clause 49 of the Listing Agreement with Stock Exchange, Mumbai is not required to be given.

AUDITORS

M/s. Bhangaria & Co., Chartered Accountants, the Statutory Auditors of the Company retire and are eligible for reappointment .

AUDITORS REMARKS:

Auditors Remarks have been fully explained under para " Income from Railways" of this Report as well as in point No. 1(I) (c ) in Notes to Accounts.

REGISTERED OFFICE: For and on behalf of Board of Directors of Basement, Commercial Union House, The Central Provinces Railways Co. Ltd., No.9, Wallace Street, Fort, PRAKASH F. NAGORI A. K. GUPTA

Mumbai - 400 001. Director Director

Dated : 23.08.2010

Mar 31, 2009

The Directors present their Annual Report together with Audited Statement of Accounts for the Financial Year ended 31st March, 2009

ACCOUNTS

2008-2009 2007-2008 Rupees Rupees

The Profit/(Loss) for the year before

Taxation Amounts to (171,718) (263,774)

Fringe Benefit Tax - 9,537

Net Profit/Loss for the year (171,718) (273,311)

Balance brought forward from previous year - -

Transfer From General Reserve 171,718 273,311

Balance carried forward - -

INCOME FROM RAILWAYS:

The Central Railway had demanded a sum of Rs.18.72 crores towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being in the nature ol replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.1,06,39,825 being the railway earnings of your Company for the period from October, 2002 to 31st March, 2009. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.20,29,341 in the Accounts for the year ended 31st March, 2009.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialisation through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of Annual accounts for the year ended March 31, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and appfied consistently, and judgements and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2009 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(l)(e):

Statement pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) I) The Company has made no provision for research and development expenditure.

ii) The Company has no activity relating to technology absorption, adoption and innovation.

c) The Company has no activity relating to foreign exchange earnings and outgo.

DIRECTORATE :

Mr. Rajeev Kumar Agarwalla retires by rotation and, being eligible offers himself for reappointment.

CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 3 Crores, particulars as mentioned in clause 49 of the Listing Agreement with Stock Exchange, Mumbai is not required to be given.

AUDITORS

M/s. V. S. Paranjape & Co., Chartered Accountants, the Statutory Auditors of the Company retire and are eligible for reappointment.

AUDITORS REMARKS:

Auditors Remarks have been fully explained under para " Income from Railways" of this Report as well as in point No. 1 (I) (c) in Notes to Accounts.

REGISTERED OFFICE: For and on behalf of Board of Directors of

Basement, Commercial Union House, The Central Provinces Railways Co. Ltd.,

No.9, Wallace Street, Fort, Mumbai-400 001.

PRAKASH F. NAGORI K. S. VENKATESWARAN

Dated : August 24, 2009 Director Director

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